Sigma Leasing Corporation Limited’s extraordinary general meeting

Karachi, June 06, 2012 (PPI-OT): Further to the Special Resolution passed by the shareholders of the Company in its EOGM resolving to discontinue leasing business and surrender the NBFC (Leasing) License to SECP, we are pleased to inform you that the SECP has now approved the surrender of the license and declared that the Company has ceased to be an NBFC in terms of their letter dated 31 May 2012 (copy enclosed).

As a consequence of such surrender of leasing license, the Memorandum and Articles of Association of the Company are required to be amended to delete all references to “Leasing” from its name and objects clause.

We are therefore enclosing a proposed notice of EOGM being called for making amendments to the Memorandum and Articles of Association of the Company along with a copy of our existing Memorandum 2nd Articles of Association by way of advance intimation/If you have any queries or concerns we will be pleased to explain the same further.

Notice of Extraordinary General Meeting

Notice is hereby given that an Extraordinary General Meeting of Sigma Leasing Corporation Limited (“Company”) will be held on [insert date] at (insert address] to discuss and transact the following business.

Agenda

Ordinary Business:

Special Business:

1. To consider the change of name of the Company by deleting the word “Leasing” from the name of the Company consequent upon surrender of the leasing license by the Company to SECP;

2. To consider amendments in the objects clause of the Company for deleting and replacing all objects in relation to business of Non-banking finance Companies consequent upon surrender of the leasing license by the Company to SECP;

3. To consider the change of registered office of the Company from the province of Sindh to Islamabad Capital Territory;

4. Any other business with the permission of the Chair.

Statement under Section 160 (1)(b) of the Companies Ordinance, 1984.

Notes:

1. A member entitled to attend and vote at the Extraordinary General Meeting may appoint another member as his / her proxy to attend, speak and vote instead of him / her.

2. Proxies, in order to be effective, must be received at the Registered Office of the Company, not less than 48 hours before the time for holding the meeting and must be duly stamped, signed and witnessed.

3. A member who has deposited his / her shares into the Central Depository Company of Pakistan Limited, must bring his / her participant’s ID number and account / sub-account number along with original Computerized National Identity Card (CNIC) or original Passport at the time of attending the Extraordinary General Meeting.

4. Shareholders are requested to notify any change in their addresses immediately.

Statement Under Section 160(1)(B) of the Companies Ordinance, 1984

This statement is annexed to the notice of the Extraordinary General Meeting of Sigma Leasing Corporation limited (the “Company’) to be held on ___ 2012 and sets out the material facts Concerning the Special Business to be transacted at the said meeting.

Special Business No. 1

The Company has surrendered its leasing license to the Securities and Exchange Commission 01 Pakistan (“SECP”) and has ceased to be upon-banking finance company under the provisions of the Companies Ordinance 1984 and as a consequence of the same, the name of the Company is required to be changed by deleting the word “Leasing” Further the Memorandum of Association of the Company requires relevant amendments to change the name of the Company from “Sigma Leasing Corporation Limited” to “Sigma Corporation Limited”.

It is therefore proposed that the shareholders pass the following resolutions as a special resolutions with or without modifications as may be approved by the shareholders.

“RESOLVED THAT subject to approval of SECP as may be required, the name of the Company be and is hereby approved to be changed from “Sigma Leasing Corporation Limited” to “Sigma, corporation Limited”.

RESOLVED THAT subject to approval of SECP as may be required, Clause 1 of the Memorandum of Association be and is hereby amended and rep/aced by the following new paragraph: “The name of the Company is Sigma Corporation Limited”.

RESOLVED THAT in the Articles of Association of the Company, in Article 2 (e) “Sigma Leasing Corporation Limited “be substituted and replaced with “Sigma Corporation Limited”.

Special Business No. 2

Consequent upon the Company having surrendered its leasing license to SCCP and having ceased to be a non-banking finance company under the provisions of the Companies Ordinance

1984, the Objects Clause (III) of the Memorandum of Association of the Company requires certain modification to delete and replace all non banking finance company related objects.

It is proposed that the shareholders pass the following resolution as a special resolution with or without modifications as may be approved by the shareholders.

“RESOLVED THAT subject to approval of SECP as may be required, sub-clauses / (1), (2), (3) and (4) of the Objects Clause (III) of the Memorandum of Association of the Company are hereby deleted and rep/aced by the following new clauses:

1. To promote, establish and carry on any manufacturing or processing business in Pakistan.

2. To carry on the business as manufacturers, traders, suppliers of products and commodities and material in any form or shape manufactured, semi-manufactured, raw materials or supplied by any company, firm, association of persons, body, whether incorporated or not, individuals, government, semi-government or any local authority, as permissible under law.

3. To curry on all or any part of the business of importers, exporters, stockists, buyers, indentors, sellers and to otherwise deal in chemicals, metals, minerals, plastics resins, machinery, equipments, producer goods, finished consumer goods, industrial goods, raw material, Agricultural produce and food products, petroleum products, oils, cosmetics, paints, varnishes, paper and boards, electrical materials and instruments, construction materials, transport equipment, electric energy from whatever sources and other things whatsoever.

4. To carry on the business of wholesalers, indenting agents and manufacturer’s representatives, sales representatives either on commission or on commission and profit sharing basis of all kinds of goods and material; as permissible under law.

5. To carry on the business of providing services of any kind whatsoever subject to fulfilment of any license or other regulatory formalities in this respect.

Special Business No. 3

The Board of Directors have considered the option of seeking foreign investment / joint venture partners in future for the Company for its new business ventures and such foreign investors usually prefer to visit and operate out of Islamabad being in proximity to SECP’s head office, relevant ministries and Government offices and therefore recommended that the registered office be shifted to the Islamabad Capital Territory for convenience of the shareholders and administrative ease for the Company.

It is proposed that the shareholders pass the following resolution as a special resolution with or without modifications as may be approved by the shareholders.

RESOLVED THAT, subject to approval of SECP and any other approvals if required, the registered office of the Company be and Is hereby approved to be shifted from Karachi, Sindh to Islamabad Capital Territory and accordingly Clause II of the Memorandum of Association be and is hereby amended and replaced by the following new paragraph: “The registered office of the Company shall be situated in the Islamabad Capital Territory”.

It is Hereby Further Resolved that Mr. _____________, (insert designation) of the Company, be and is hereby authorized to prepare, execute and file the Application to be submitted to the SECP along with all other necessary documents and to take all actions required to give effect to the above resolutions.

The Directors have no personal interest in the aforesaid resolutions / Special Business except in their capacity as shareholders of the Company.

For more information, contact:
Sigma Leasing Corporation Limited
Sigma, House 8-C, Block-6, P.E.C.H.S
Off Shahrah-e-Faisal, Karachi-75400 (Pakistan)
Tel #: 34557233-4, 34544850-1
Fax #: 34544439
Website: www.sigma-leasing.com
E-mail: info@sigma-leasing.com

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